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Alarm Detection Systems, Inc. v. The Village of Schaumburg

United States District Court, N.D. Illinois, Eastern Division

August 31, 2017

ALARM DETECTION SYSTEMS, INC., an Illinois corporation; ILLINOIS ALARM SERVICE, INC., an Illinois corporation; D.M.C. SECURITY SERVICES, INC., a Illinois corporation; NITECH FIRE & SECURITY INDUSTRIES, INC., an Illinois corporation; SMG SECURITY SYSTEMS, INC., an Illinois corporation; and ACADIAN MONITORING SERVICES, LLC, a Louisiana limited liability corporation, Plaintiff,
v.
THE VILLAGE OF SCHAUMBURG, a municipal corporation; TYCO INTEGRATED SECURITY LLC, a Delaware limited liability company; and NORTHWEST CENTRAL DISPATCH SYSTEM, an intergovernmental cooperation association Defendants.

          MEMORANDUM OPINION AND ORDER

          REBECCA R. PALLMEYER UNITED STATES DISTRICT JUDGE.

         Plaintiffs are companies licensed under the Illinois Private Detective, Private Alarm, Private Security, and Locksmith Act of 2004, 225 ILCS § 447/5-5 et seq. (“Alarm Act”). (Verified Compl. [1] ¶¶ 32-37.) Pursuant to these licenses, Plaintiffs operate what are known as “central stations, ” which monitor fire alarm signals in commercial and multifamily buildings and relay those signals to an emergency dispatcher, in this case, Defendant Northwest Central Dispatch System (“NWCDS”). In addition to dispatching emergency services in response to signals from central stations, Defendant NWCDS also has the capacity to monitor fire alarm signals directly from these buildings. In 2011, NWCDS entered into an agreement with Defendant Tyco Integrated Security, LLC (“Tyco”), in which Tyco agreed to operate NWCDS's own fire alarm monitoring station, known as a “remote supervising station.”[1] Building owners pay their desired fire alarm monitor an ongoing fee for monitoring services; typically, they sign a contract with a particular monitoring company for a number of years, and fire alarm companies compete with one another in the prices charged in those contracts. For several years, the NWCDS/Tyco remote supervising station competed in this manner with Plaintiffs' central stations. But in 2016, Defendant Village of Schaumburg (“the Village” or “Schaumburg”) passed an ordinance[2]requiring most commercial and multifamily buildings to use NWCDS's remote supervising station by 2019.

         Six months after the ordinance was passed, Plaintiffs brought this suit against the Village, NWCDS, and Tyco. They complain that the ordinance and the NWCDS/Tyco agreement gives Tyco a monopoly over alarm monitoring, and that Defendants illegally agreed to restrain trade and hinder competition. They also allege that Defendants have tortiously interfered with their existing contracts and prospective business; impaired their existing contracts in violation of the Contracts Clause; violated their due process and equal protection rights under the Fourteenth Amendment; and been unjustly enriched. Plaintiffs have moved for a preliminary injunction against enforcement of the ordinance. They claim an injunction is necessary because they have already begun losing business to Tyco. For the reasons stated below, the motion is denied.

         BACKGROUND

         I. Factual Background

         The facts of this case are presented in Plaintiffs' verified complaint, and are largely undisputed. See Hunter v. Atchison, T. & S. F. Ry. Co., 188 F.2d 294, 298 (7th Cir. 1951) (“On the application for a temporary injunction the court may consider affidavits and verified pleadings as evidence.”); cf. K-2 Ski Co. v. Head Ski Co., 467 F.2d 1087, 1088-89 (9th Cir. 1972) (“A verified complaint or supporting affidavits may afford the basis for a preliminary injunction; but if the facts so appearing consist largely of general assertions which are substantially controverted by counter-affidavits, a court should not grant such relief unless the moving party makes a further showing sufficient to demonstrate that he will probably succeed on the merits.”) (internal citation omitted).

         A. Fire Alarm Monitoring Business in Schaumburg

         Most commercial and multifamily buildings (referred to by the parties as “Commercial Accounts”) are required by law to maintain a system for detecting and transmitting fire alarm signals. (Compl. ¶ 1.) These systems include smoke detectors and other devices that send signals to a fire alarm panel in the building, which collects signals from the building devices, and a transmission device which sends all signals[3] to an offsite[4] monitoring facility. (Id. at ¶ 8.) Three types of signals are transmitted by these systems: alarm signals, trouble signals, and supervisory signals. (Id. at ¶ 49.) Alarm signals indicate a possible fire, while trouble and supervisory signals indicate either system malfunctions or “activation of a monitored device, ” such as a sprinkler leak. (Id.; Transcript of Proceedings, Apr. 12, 2017 (“Transcript”) [49] 6:1- 4.) These systems are generally governed by the widely-recognized national fire code standards issued by the National Fire Protection Association. These standards are known as “NFPA 72, ”[5] and Schaumburg has adopted them as its fire code. (Compl. ¶¶ 9, 47-48.)

         Plaintiffs operate what are called “central stations, ” which monitor these signals. (Id. at ¶¶ 1, 2, 56; Transcript 6:7-10.) When they receive alarm signals, operators at the central stations call the local dispatcher, in this case NWCDS, to dispatch emergency personnel. (Compl. ¶ 12.) Companies operating central stations can also monitor trouble and supervisory signals, and promptly fix any problems they identify. (See Id. at ¶¶ 49-50.) Most of the Plaintiffs also sell or lease transmission devices directly to Commercial Accounts, in addition to operating central stations. (See Id. at ¶¶ 1, 2, 21-22, 32-37, 50, 56.) Plaintiff Acadian, however, operates central stations, but does not sell or lease transmission devices (presumably, Commercial Accounts that transmit to Acadian's central stations acquire their transmission devices from other companies). (See Id. at ¶¶ 1-2, 37, 51.)

         As an alternative to central stations, Commercial Accounts may transmit signals to a “remote supervising station, ” which is a station operated by a governmental agency, as opposed to a private company. NFPA 72: National Fire Alarm and Signaling Code §§ 26.1, 26.3-26.5 (2010 ed.) [hereinafter NFPA 72] (cited by ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., 672 F.3d 492, 500 (7th Cir. 2012). NFPA 72 by its terms permits a local fire protection system to consist of multiple central stations and a single remote supervising station.[6] The Seventh Circuit has determined that requiring signals to be transmitted to a remote supervising station, thus eliminating the central station option, is also NFPA-72-compliant. See ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., 672 F.3d 492, 501 (7th Cir. 2012) (citing NFPA 72 §§ 26.5.3.1.1-3 (2010 ed.)).[7]

         In 2016, the Village of Schaumburg did just that-it passed an ordinance requiring that fire alarm systems transmit signals directly to the Village's remote supervising station at NWCDS. (Ordinance 16-078, Ex. B to Compl. [1-1] (the “Ordinance”) at § 4; Compl. ¶ 4.) In prefatory language, the Ordinance explains that this decision was prompted by the Village's “experience” with central station systems going “out of service[, ] which endangers the health, safety[, ] and welfare of the general public.”[8] (Ordinance 16-078.) Under the new Ordinance, existing fire alarm systems must begin transmitting signals wirelessly to NWCDS on the first of three dates: (1) the date when their existing contract with a central station operator ends, (2) the date when their existing fire alarm equipment is modified or replaced, or (3) August 31, 2019. (Id. at § 4) The Ordinance allows for extension of this deadline beyond August 31, 2019 for a customer whose central station contract expires after that date, if the Village fire chief determines that public safety “is not affected, ” but the Ordinance does not allow for any extensions beyond August 31, 2021. (Id.) Commercial Accounts that do not comply with the ordinance are subject to fines and revocation of their fire alarm permit and business licenses. (Compl. ¶ 74.)

         On its face, the Ordinance allows anyone to transmit signals to NWCDS; if Plaintiffs installed signal-receiving equipment at NWCDS, they could presumably continue serving their Commercial Accounts while complying with the Ordinance. The problem for Plaintiffs, however, is that in 2011, NWCDS had entered into an agreement with Tyco[9] where NWCDS granted Tyco “the exclusive right to install, own, maintain and service all alarm signal receiving and processing equipment located at the NWCDS Operations Center[.]”[10] (Monitoring Center Agreement, Ex. C to Compl. [1-1] (“NWCDS/Tyco Agreement”) at § 3.1.) Under the NWCDS/Tyco Agreement, the exclusivity “pertains only to [Tyco's] receiving and processing systems, which receive [signals.]” (Id.) It “does not provide any right to [Tyco] to require . . . End-Users to utilize [Tyco] services or equipment in individual premises to generate alarms that [Tyco's] receiving and processing systems receive and rout to NWCDS[.]” (Id.) Instead, the agreement provides, if Commercial Accounts chose to transmit signals directly to NWCDS, rather than using a central station, then they were “free to utilize the services and equipment of any vendor at individual premises for the generation of alarms which [Tyco] will rout to NWCDS[.]” (Id.) The NWCDS/Tyco Agreement has an initial ten-year term and automatically renews for one-year terms unless either party gives at least six months' notice. (Id. at § 2.) Under this agreement, Tyco's equipment at NWCDS can receive signals from multiple villages and cities, including Schaumburg. (Ex. A to NWCDS/Tyco Agreement.)

         Thus, as the court understands it, when NWCDS and Tyco first signed their agreement in 2011, before the Ordinance was passed, Commercial Accounts in Schaumburg had two options[11]: they could send signals to NWCDS's remote supervising station, or they could send signals to central stations operated by providers like Plaintiffs.[12] If they sent signals to NWCDS's remote supervising station, they had to send their signals to Tyco's receiving equipment, though they could use any provider they chose to generate alarms within the building. If they chose the central station option, they could contract with any NFPA-72 compliant provider, and the central station operator would call NWCDS when there was an alarm signal. Plaintiffs add that, in lieu of calling NWCDS on the telephone, these central stations “also have the ability to automatically re-transmit alarm signals to [dispatchers] such as NWCDS.” ((Compl. ¶ 56.) Central stations in Schaumburg did not exercise this functionality, however, because the NWCDS/Tyco Agreement prevents them from doing so: NWCDS can only receive signals transmitted “through Tyco's equipment.” (Def. NWCDS's Mem. in Opp. to Pls.' Mot. for TRO (“NWCDS Resp.”) [19] at 11.) In any case, once the Village passed the Ordinance, the second option was eliminated: property owners in Schaumburg had to send signals to NWCDS's remote supervising station, which by virtue of the NWCDS/Tyco Agreement, meant that they also had to send signals to Tyco's receiving equipment.

         After passage of the Ordinance, then, Commercial Accounts in Schaumburg must transmit signals to Tyco equipment that receives signals at NWCDS. What is less clear is whether the NWCDS/Tyco Agreement requires that Schaumburg Commercial Accounts use Tyco equipment to transmit signals, as well. In a case involving a similar (though not identical) agreement (detailed below), language giving Tyco “the exclusive right to install, own, maintain and service all alarm signal receiving and processing equipment and systems[, ]” Alarm Detection Sys., Inc. v. Orland Fire Prot. Dist., 194 F.Supp.3d 706, 718 (N.D. Ill. 2016), was found to require exclusivity only for receiving signals, not transmission of signals. Id. at 719. Defendants, for their part, contend that Plaintiffs' customers need only connect with Tyco's receiving equipment at NWCDS, suggesting that Commercial Accounts can use any equipment they like to transmit signals. (See Tyco Surreply in Opp. to Pls.' Mot. for TRO and Prelim. Inj. (“Tyco Surreply”) [46] at 3.)

         Yet several factors indicate that Tyco's exclusive right to receive signals at NWCDS also dictates that Tyco must install equipment directly at the Commercial Accounts to transmit those signals. First, sometime “shortly” after passing the Ordinance (Compl. ¶ 72), the Village sent notices to all Commercial Accounts in the Village explaining that the Ordinance “require[s] all fire alarm systems in the village to be monitored [by NWCDS].” (Notice, Ex. H to Compl. [1-1].) The notice explained that Tyco is the “authorized installer of radio equipment required for fire alarm systems monitored by NWCDS.” (Id.) The notice also references a waiver of “fees for the radio installation[, ]” suggesting that the Ordinance required that radios be installed at the Commercial Accounts. (Id.) Second, Plaintiffs allege in their verified complaint that under the Ordinance, Commercial Accounts “must contract with Tyco to obtain and maintain the wireless transmitters that will be monitored at NWCDS[.]” (Compl. ¶ 16; see Compl. ¶ 69.) At least for purposes of the pending motion, whether Commercial Accounts must use Tyco equipment to transmit signals to NWCDS is disputed.

         B. Plaintiffs' Claimed Injuries

         Plaintiffs contend that the combined effect of the Ordinance and the NWCDS/Tyco Agreement injures them in two ways: (1) it prevents them from competing for fire alarm monitoring business (see Id. at ¶ 2), and (2) it requires their existing customers to terminate their contracts, or decline to renew them when they otherwise would have. (Id. at ¶ 5.) As for the first injury, Plaintiffs allege that Tyco will eventually become the sole provider of fire alarm monitoring services in Schaumburg, squeezing out Plaintiffs. (Id. at ¶¶ 26, 31, 96.) As a result, Plaintiffs contend, Tyco can charge higher prices; Plaintiffs assert that Tyco's monthly charge of $81 per month[13] for transmission devices exceeds Plaintiffs' fees for monitoring via a central station. (Id. at ¶¶ 26, 80, 82.) NWCDS and Schaumburg also benefit financially from the arrangement: Tyco pays NWCDS for each Commercial Account (NWCDS/Tyco Agreement § 7.1), and Schaumburg receives a reduction in the fees that it pays to NWCDS for dispatch services, allegedly resulting in Schaumburg's saving $300, 000 per year. (Compl. ¶ 85.) Again, Plaintiffs do not explain this calculation; while the NWCDS/Tyco Agreement refers to an “administrative fee” that Tyco pays to NWCDS, the court can find nothing in the record showing whether or how any of this fee is passed on to Schaumburg.

         Plaintiffs further claim that some of their customers are disadvantaged by the Ordinance. First, because many contracts provide for automatic renewal unless the customer gives some advance notice, the deadline in giving notice of nonrenewal may have already passed for at least some customers. Plaintiffs suspect that these customers will nevertheless decline to renew their contracts, in order to begin using Tyco's equipment, but breach their contracts with Plaintiffs by doing so without giving the requisite notice. (See Id. at ¶ 23.) The court notes that such injuries have likely already occurred, however, given the amount of time since the Ordinance was passed. Other Commercial Accounts, presumably, also have existing contracts with Plaintiffs that may expire after August 31, 2019. The court will assume that Plaintiffs have standing to assert these particular injuries, but notes that Plaintiffs themselves are injured only if these customers actually terminate such contracts prematurely, not merely because customers are forced to pay Plaintiffs for services they cannot use.

         Plaintiffs also contend the Ordinance causes irreparable injury. Even if it is ultimately struck down, they contend, it will result in lasting damage to their business: fire alarm monitoring is characterized by contracts with multiyear terms that renew automatically, resulting in long-lasting relationships. (Compl. ¶¶ 22, 24.) In other words, customers forced by the Ordinance to contract with Tyco are likely to continue the relationship even if they are no longer required to use Tyco's services. (See Id. at ¶ 121.) Furthermore, Plaintiffs note that fire alarm services are often bundled, and that customers often use the same company that installs the signal transmission device to perform maintenance, testing, and other fire alarm services. (Id. at ¶ 99.)

         In fact, Plaintiffs claim that they have already begun to lose customers as a result of the Ordinance. First, an unidentified customer of Plaintiff SMG Security Systems operates a 15-building apartment complex; that customer gave “verbal notice” that it would terminate its contract with SMG and instead contract with Tyco. SMG does not say whether the customer stated a reason for the termination, or whether the termination takes effect immediately or upon the contract's expiration in April 2018. (Id. at ¶ 76.) Two customers of Plaintiff Alarm Detection Systems (“ADS”) notified ADS that they would not renew their contracts because of the Ordinance. (Id. at ¶¶ 77-78; Ex. I to Compl. [1-1]; Ex. J to Compl. [1-1].) Without further specifics, Plaintiffs also claim that “several” customers have been “forced to terminate” contracts. (Compl. ¶ 79.) Plaintiffs allege that without the Ordinance, “most if not all” customers would renew their contracts with Plaintiffs. (Id. at ¶ 117.)

         Defendants, however, dispute that any customers are required to terminate contracts, or to decline to renew them-they point out that Plaintiffs themselves are free to lease Tyco's equipment from Tyco, and in turn provide it to their customers, allowing existing contracts to remain in place. (Tyco Surreply at 3.) After the Ordinance was passed, another fire alarm provider who operates within Schaumburg, Fox Valley Fire Safety (not one of the Plaintiffs), has contracted with Tyco in this manner. (Ex. A to Tyco Surreply [46-1].)

         Plaintiffs filed their verified complaint on March 20, 2017, asking that enforcement of the Ordinance be enjoined, and, in the alternative, for an award of damages; they simultaneously filed a motion for a temporary restraining order and preliminary injunction. (Compl.; Pls.' Mot. for TRO and Prelim. Inj. [8].) Plaintiffs allege violations of the antitrust laws: Sherman Act § 1 (contract or conspiracy in restraint of trade), Sherman Act § 2 (monopolization and attempted monopolization), and Clayton Act § 7 (acquisition lessening competition or tending to create a monopoly). Plaintiffs also allege several constitutional violations: violations of the Contracts Clause, and of Plaintiffs' due process and equal protection rights under the Fourteenth Amendment. Finally, Plaintiffs complain of tortious interference with contract and prospective business advantage. Plaintiffs have also pleaded a claim of unjust enrichment, for which they are not seeking an injunction. The court heard oral argument on April 12, 2017. For the reasons stated below, the motion for a preliminary injunction is denied.

         II. Related Litigation

         Ordinances and contracts that govern alarm transmission have generated at least three other court proceedings. The three cases involve many of the same parties and some of the same issues involved in this litigation, and the parties to this case have addressed them in detail in their briefs. These cases contain important similarities and differences to this litigation, as explained below.

         A. Lisle-Woodridge Case

         In ADT Security Services, Inc. v. Lisle-Woodridge Fire Protection Distict, 672 F.3d 492, 496-97 (7th Cir. 2012) [hereinafter Lisle-Woodridge I], the Lisle-Woodridge Fire Protection District adopted an ordinance that required all Commercial Accounts to wirelessly connect to the district's remote supervising station, eliminating the central station option. The ordinance provided that the radio transceiver allowing this connection could be installed only by the district's selected contractor. Id. at 497. The plaintiffs, as here, were several fire alarm monitoring companies who operated central stations, and brought antitrust, constitutional, and tortious interference claims. ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prevention Dist., 799 F.Supp.2d 880, 881 (N.D. Ill. 2011) (Shadur, J.), aff'd in part, rev'd in part sub nom. ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., 672 F.3d 492 (7th Cir. 2012). The district court permanently enjoined the ordinance, but did not reach the federal law claims; the court ruled that the Fire Protection District did not have the legal authority under Illinois law to enact the ordinance, because Fire Protection Districts are granted only limited powers. Id. at 884-85; Lisle-Woodridge I, 672 F.3d at 495. The Court of Appeals reversed the district court's order that the district lacked the authority to select its preferred method of fire alarm monitoring; to the contrary, the Seventh Circuit held that the district could require wireless connection to its remote supervising station. Lisle-Woodridge I, 672 F.3d at 501-02. But the Court of Appeals upheld the district court's injunction against the portion of the ordinance that allowed the district to select an exclusive provider of the equipment to connect to the remote supervising station. Id. at 502-03.

         Because the government entity defendant in Lisle-Woodridge was a fire protection district, it did not have the freedom to adopt any fire code; instead, the district is authorized by state law to adopt a fire code “parallel to national standards, ” which the Seventh Circuit held to mean a code consistent with NFPA 72. Lisle-Woodridge I, 672 F.3d at 501. The Seventh Circuit remanded the case so the district court could examine whether the Ordinance was “parallel” to NFPA 72 and modify its injunction. Following the Seventh Circuit's ruling, the district court examined the public safety impact of the ordinance to determine if it was “parallel to”-that is, offering the same level of protection as-NFPA 72.

         The district court concluded that the public safety justifications for the ordinance were not credible, the District's system was less reliable than central stations, and that the ordinance was not parallel to NFPA 72; the court also found that while the remote supervising station response times were faster than the central station monitoring response times, this disparity could be eliminated if the dispatcher “pre-populated” information about buildings in the District into its computer system. Modified Permanent Inj. Order (Amended 7/18) at 17-28, ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., No. 10 C 4382 (N.D. Ill. Aug. 7, 2012), ECF No. 391; see generally ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., No. 10 C 4382, 2012 WL 3241562, at *1 (N.D. Ill. Aug. 7, 2012), aff'd, 724 F.3d 854 (7th Cir. 2013). The district court therefore enjoined the portion of the ordinance that eliminated the central station option. Modified Permanent Inj. Order (Amended 7/18) at 29, ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., No. 10 C 4382 (N.D. Ill. Aug. 7, 2012), ECF No. 391. The Court of Appeals again affirmed in part and reversed in part; but the only issue relevant to this case concerned the district court's factual findings regarding the alleged safety motivation of the ordinance, which the court affirmed. ADT Sec. Servs., Inc. v. Lisle-Woodridge Fire Prot. Dist., 724 F.3d 854, 866-71 (7th Cir. 2013) [hereinafter Lisle-Woodridge II].

         Lisle-Woodridge is somewhat similar to this case, but there are a number of key differences. Prominently, that case involved a fire protection district, and the basis for the decision was the Illinois Fire Protection District Act, 70 ILCS 705/1 et seq., which allows local governments to consolidate fire protection services by creating a fire protection district with limited powers, such as the power to employ firefighters and tax residents to pay for fire protection services. 70 ILCS 705/6, 705/14. The court determined that Illinois had not granted fire protection districts the power to select an exclusive provider. See Lisle-Woodridge I, 672 F.3d at 495, 498. Municipalities like Schaumburg have much broader powers, see 65 ILCS 5/1-1-1 et seq., so that case has limited value here. Equally importantly, the Seventh Circuit's conclusion that the District did not have the power to select an exclusive provider was not based on federal antitrust law.[14] In addition, after adopting the Ordinance, the District sent letters to property owners announcing that the ordinance “supercede[d]” their existing fire alarm monitoring contracts, and that those existing contracts were “null and void”-the Village has made no such bold pronouncement here. Id. at 497. Further, the Lisle-Woodridge court had an extensive factual record (as it concerned a permanent injunction) concerning the safety of the proposed options-as explained above, some factual questions in this case remain uncertain.

         Finally, the court notes that Tyco's predecessor, ADT, was a plaintiff in the Lisle-Woodridge litigation, and after the Seventh Circuit issued Lisle-Woodridge II, Tyco sent letters to several fire protection districts who had “entered the fire alarm monitoring business” warning them that by doing so, the districts had “displaced the private market for fire alarm monitoring for commercial subscribers within the political boundaries of the fire protection district[.]” Tyco's letter asserted that this displacement “is not compliant with the antitrust laws of the United States.” (Ex. HH to Transcript.[15]) Though that statement was not made in the course of litigation, that position appears contrary to the position that Tyco has taken in this case.

         B. Orland Case

         The parties also note the case of Alarm Detection Systems, Inc. v. Orland Fire Protection District, No. 14 CV 876, currently pending before another judge in this court.[16] The plaintiff in that case is one of the same plaintiffs here, ADS, and Tyco is a defendant. Orland concerns three fire protection districts: Lemont, Bloomingdale, and Orland, which passed different ordinances about fire alarm monitoring.

         The Orland complaint alleged that Orland directly authorized Tyco to “sell or lease the transmission equipment subscribers must use to connect to Orland's communications center.” Alarm Detection Sys., Inc. v. Orland Fire Prot. Dist., 129 F.Supp.3d 614, 638 (N.D. Ill. 2015) [hereinafter Orland I] (granting in part and denying in part defendants' motion to dismiss). The plaintiff alleged that (1) “[o]nly Tyco [can] provide the transmission of alarm signals from [commercial and multi-unit residential buildings] to the Orland Communications Center, ” and that (2) Tyco must provide equipment to operate the alarm receiving system and provide monitoring services to building owners. Id. at 620 (alteration in original). In effect, the plaintiff alleged “that Orland has authorized Tyco to require Orland subscribers ‘to buy' or lease the ‘wireless transmitter' necessary to connect to Orland's Communication Center from Tyco, and to pay Tyco for its installation.” Id.

         Lemont and Bloomingdale passed ordinances requiring that signals be sent to the districts' individual communications centers, which would retransmit those signals to the dispatcher, known as Du-Comm. Id. at 619; see Alarm Detection Sys., Inc. v. Orland Fire Prot. Dist., 194 F.Supp.3d 706, 710 (N.D. Ill. 2016) [hereinafter Orland II] (granting in part and denying in part cross-motions for summary judgment). In response to the Lisle-Woodridge rulings, Lemont sold its equipment and assigned its service contracts to Tyco “on an interim basis”; Orland then took over monitoring of the Lemont accounts. Orland I, 129 F.Supp.3d at 622-23. Lemont notified its Commercial Accounts that they were free to contract with any licensed fire alarm vendor to monitor their alarm. Id. at 623. Bloomingdale also assigned its equipment and contracts to Tyco, but apparently Orland did not take over Bloomingdale's monitoring. Id. Instead, Tyco maintained Bloomingdale's monitoring station, which continued to transmit signals to Du-Comm. Orland II, 194 F.Supp.3d at 718; Orland I, 129 F.Supp.3d at 623. Like Lemont, Bloomingdale informed Commercial Accounts that they could select any qualified fire alarm monitoring contractor that they desired. Orland I, 129 F.Supp.3d at 623.

         But after Bloomingdale's assignment of contracts and equipment to Tyco, Du-Comm also entered into an agreement with Tyco. Orland II, 194 F.Supp.3d at 718. The Du-Comm/Tyco Agreement contained similar language to the NWCDS/Tyco Agreement. The exclusivity language is virtually identical: “Du-Comm grants to Tyco the exclusive right to install, own, maintain and service all alarm signal receiving and processing equipment and systems located at the Du-Comm Operations Center and the Tyco-Covered Agencies.” Id. Unlike the NWCDS/Tyco Agreement, however, the Du-Comm/Tyco Agreement also provided:

“[T]he Du-Comm [O]perations Center may receive, process, handle, respond to, and dispatch alarm signals received from Member Departments that are not a Tyco-Covered Agency (a ‘Non-Participating Member Department'). . . . In such event, such Non-Participating Member Department alarm signals shall not be routed through the Tyco Equipment.” . . . “Non-Participating Member Departments” are also exempt from the requirement to contract with Tyco.

Id. The Orland court did not define a “Tyco-Covered Agency” or “Member Department.” Similarly, the NWCDS/Tyco Agreement does not define “ADT Covered Agencies, ” but does include an exhibit labeled “ADT Covered Agencies, ” which lists those villages and cities for which NWCDS provides emergency communications services. (NWCDS/Tyco Agreement at 1; Ex. A to NWCDS/Tyco Agreement.) As far as the court can tell, the Du-Comm/Tyco Agreement only required subscribers to connect with Tyco when their respective fire protection district desired to rout their signals to Du-Comm, as Bloomingdale did.

         The plaintiff alleged a number of causes of action; the antitrust claims and Fourteenth Amendment claims are relevant here.[17] The court denied ADS's requested temporary restraining order, on the ground that because damages could compensate ADS, there was no irreparable harm. (Transcript of Proceedings, Apr. 14, 2014, at 44:24-45:11, Alarm Detection Sys. v. Orland Fire Prot. Dist., No. 14 CV 876, Ex. E to Tyco Surreply [46-1].) Defendants then moved to dismiss.

         The court effectively categorized the antitrust claims into two types: the Bloomingdale agreements, and the Orland and Lemont agreements. The court dismissed the claims based on the Bloomingdale agreements, concluding that “the contracts between Tyco and Du-Comm, and Du-Comm and Bloomingdale FPD do not [show that] customers are required to contract with Tyco to send signals to Du-Comm.” Orland II, 194 F.Supp.3d at 719. In particular, the court pointed out that the Du-Comm/Tyco agreement contemplated that “Non-Participating Member Departments” were not required to contract with Tyco or to rout signals through Tyco equipment.[18] Id. at 718. The court distinguished Lisle-Woodridge on the grounds that Lisle-Woodridge concerned “the business of transmitting fire alarm signals, as opposed to merely receiving them at ¶ 911 dispatch center[.]” Id. at 719. But the court added that there might be a barrier to entry that could state a claim under the antitrust laws “[i]f it were the case that Bloomingdale . . . customers could only send their fire alarm signals to Du-Comm's dispatch center if they used Tyco as their fire alarm signal service company[.]” Id. at 720. As explained above, the court is not certain if that describes the case here; the parties apparently dispute whether the Ordinance requires Commercial Accounts to use Tyco's transmission equipment.

         On the other hand, the court did not dismiss the claims that related to the agreements in Orland (and Lemont, after Orland took over Lemont's monitoring). Id. at 721. The court found that unlike the Bloomingdale ordinance, the Orland ordinance did require that customers use Tyco equipment to transmit their signals, not merely that the FPD use ...


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